Palliser Reiterates Opposition to NewMed Deal and Need for Board Reform at Capricorn

• Palliser releases detailed presentation ahead of February general meeting to approve board changes
• Shareholder trust in incumbent board is irreparably broken
• Palliser reaffirms opposition to NewMed deal, which falls short of Capricorn’s intrinsic value
• NewMed vote tactically rushed to reduce risk of removal of directors, force through deal and frustrate any reconstituted board

LONDON–(BUSINESS WIRE)–Palliser Capital (“Palliser”) today published a presentation providing shareholders with detailed information and analysis to assist their assessment of the resolutions which will be considered at the forthcoming general meeting of Capricorn Energy PLC (LSE: CNE) (“Capricorn”) on 1 February 2023 to reform the board by replacing seven existing directors with six independent, highly qualified and experienced nominees (the “Palliser Proposal”).

As the presentation explains:

• After more than a decade of chronic underperformance, capital allocation missteps and ill-conceived corporate blunders, culminating in the value-sapping defunct Tullow transaction and hasty pivot to the one-sided NewMed deal, shareholders have lost trust and confidence in the incumbent directors. The time has come for comprehensive board change.
• A large and growing group of shareholders, who together represent more than 40% of Capricorn’s shares at last count, are committed to both comprehensive board change and a rejection of the NewMed transaction.
• Palliser is confident that a reconstituted board will undertake a thorough, thoughtful and transparent review of all strategic options for Capricorn, including Palliser’s Value Optimisation Plan, to achieve a superior outcome for Capricorn shareholders.
• The incumbent board’s plan to accelerate the NewMed vote ahead of the Palliser Proposal meeting is a desperate attempt to reduce the risk of removal of incumbent directors and irreversibly bind Capricorn to an undesirable transaction that is opposed by a significant portion of shareholders.
• Capricorn and NewMed have agreed that Capricorn’s vote on the NewMed deal will take place on or around the date of NewMed’s unitholder meeting, the deadline for which has been extended to 2 April 2023. The incumbent board are unnecessarily fast-tracking the Capricorn vote on the deal, prior to highly probable board change, demonstrating an abject disregard for shareholders’ interests.
• Palliser encourages shareholders to vote FOR its proposal and AGAINST the NewMed transaction.

Comprehensive board change is now supported by more than 40% of Capricorn’s shareholders, including Madison Avenue Partners, Kite Lake Capital, Newtyn Management, Irenic Capital, VR Capital, Palliser and other undisclosed shareholders – based on average shareholder turnout for recent Capricorn meetings, this would already represent a clear majority of those present and voting at a meeting.

For more information, visit www.ReformCapricorn.com.

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About Palliser

Palliser Capital is a London-based, global multi-strategy investment firm that applies a value-oriented investment philosophy across a range of strategies and asset classes throughout a variety of global markets. Founded in 2021, Palliser invests on behalf of its institutional investors, which include pension funds, endowments and foundations. Palliser Capital (UK) Limited is authorised and regulated by the UK Financial Conduct Authority.

Contacts

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Prosek Partners

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